0001204459-11-000873 Sample Contracts

THIS AGREEMENT made as of the 1st day of September, 2010
Agreement • March 31st, 2011 • Xtra-Gold Resources Corp • Metal mining

WHEREAS the Corporation is a Nevada corporation engaged in the exploration of gold properties (the “Business”) and is desirous of obtaining from the Executive managerial and other services on the basis hereinafter provided;

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AMENDMENT TO STOCK OPTION AGREEMENT
Stock Option Agreement • March 31st, 2011 • Xtra-Gold Resources Corp • Metal mining

WHEREAS in accordance with section 4 of the Option Agreement, 110,000 stock options (the “Options””) are exercisable for a period expiring on February 15, 2011 (the “Expiry Date”);

THIS AGREEMENT made as of the 1st day of January, 2011.
Agreement • March 31st, 2011 • Xtra-Gold Resources Corp • Metal mining

XTRA-GOLD RESOURCES CORP., a corporation incorporated under the laws of the State of Nevada, having an office at Suite 301, 360 Bay Street, Toronto, Ontario, M5H 2V6

MANAGEMENT CONSULTING AGREEMENT
Management Consulting Agreement • March 31st, 2011 • Xtra-Gold Resources Corp • Metal mining

WHEREAS the Corporation is engaged in the exploration of gold properties (the “Business”) and is desirous of obtaining from the Consultant geological services on the basis hereinafter provided;

CONSULTING AGREEMENT
Consulting Agreement • March 31st, 2011 • Xtra-Gold Resources Corp • Metal mining

THIS AGREEMENT is entered into this 1st day of June, 2010 between XTRA-GOLD MINING LIMITED (“XG Mining”) and XTRA-GOLD EXPLORATION LIMITED (“XGEL”), each being a Ghanaian company registered under the laws of Ghana, having a registered and head office at 2 Masalakye Street, Kwabeng, Ghana and BROKTON INTERNATIONAL LTD. (“Brokton”), a corporation incorporated under the laws of the Turks and Caicos Islands, having a registered and head office at P.O. Box 150, Design House, Providenciales, Turks and Caicos Islands, British West Indies.

AMENDMENT TO OPTION AGREEMENT
Stock Option Agreement • March 31st, 2011 • Xtra-Gold Resources Corp • Metal mining

WHEREAS in accordance with section 8 of the Option Agreement, 3,000 stock options (the “Options””) are to vest on a monthly basis commencing from February 1, 2010 to and including January 1, 2013;

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